Clean energy service provider with value and creativity Jiangxi Jovo Energy Co.Ltd(605090)
Shareholder return planning for the next three years (20222024)
In order to improve and perfect the scientific, sustainable and stable shareholder return mechanism of Jiangxi Jovo Energy Co.Ltd(605090) (hereinafter referred to as “the company”), increase the transparency and operability of profit distribution policy decisions, and effectively protect the legitimate rights and interests of public investors, In accordance with the notice on further implementation of matters related to cash dividends of listed companies (zjf [2012] No. 37) and the No. 3 guidance on supervision of listed companies – cash dividends of listed companies issued by the CSRC, and in combination with the Jiangxi Jovo Energy Co.Ltd(605090) articles of Association (hereinafter referred to as the “articles of association”), the company has formulated the shareholder return plan for the next three years (20222024) (hereinafter referred to as the “plan”).
1、 Considerations for the formulation of this plan
The company will focus on long-term and sustainable development. On the basis of comprehensive consideration of the company’s profitability, business development planning, shareholders’ requirements and wishes, social capital cost, external financing environment and other factors, the company will establish a sustainable, stable and scientific return planning and mechanism for investors, balance the short-term interests and long-term returns of investors, and effectively take into account the reasonable returns of investors and the sustainable development of the company.
2、 Principles of this plan
This plan is based on the basic principle of preferentially adopting the profit distribution mode of cash dividend on the premise of paying attention to the reasonable investment return to investors and taking into account the actual operation of the company in the current year and long-term sustainable development, in accordance with the provisions of the company law of the people’s Republic of China and other laws, regulations, normative documents and the articles of association, At the same time, fully consider and listen to the requirements and wishes of shareholders, especially small and medium-sized shareholders, as well as the opinions of independent directors and supervisors, and fully consider the monetary policy environment.
3、 Specific matters of the company’s shareholder return planning in the next three years (20222024)
1. Principle of profit distribution: the company implements a continuous and stable profit distribution policy. The company’s profit distribution should pay attention to the reasonable return on investment to investors and take into account the sustainable development of the company. Under the condition of meeting the capital needs of the company’s normal production and operation, if there is no major investment plan or major cash expenditure, the company will actively distribute profits in cash.
Clean energy service providers with value creativity 2. Ways of profit distribution: the company can distribute profits in cash, stock, combination of cash and stock or other ways permitted by laws and regulations. Among them, in the distribution order of profit distribution mode, cash dividend takes precedence over stock distribution. If cash dividends are available, the company shall give priority to cash dividends for profit distribution, and the company shall distribute profits at least once a year, and the cumulative distributed profits for each consecutive three years shall not be less than 30% of the annual distributable profits realized in the last three years. Cash dividend distribution shall comply with relevant laws and regulations and relevant provisions of the CSRC.
3. Whether there are significant differences between the company’s cash distribution policy and the profit distribution policy of the industry, and whether the following factors should be considered:
(1) When the development stage of the company is mature and there is no major capital expenditure arrangement, the proportion of cash dividends in this profit distribution shall reach 80% at least;
(2) When the development stage of the company is mature and there are major capital expenditure arrangements, the proportion of cash dividends in this profit distribution should reach 40% at least;
(3) When the development stage of the company is in the growth stage and there are major capital expenditure arrangements, the proportion of cash dividends in this profit distribution should reach 20% at least.
If the development stage of the company is not easy to distinguish, but there are major capital expenditure arrangements, it can be handled in accordance with the provisions of the preceding paragraph.
4. Under the condition of meeting the conditions of cash dividend, the company will pay cash dividend once a year in principle. The board of directors of the company can propose the company to pay medium-term cash dividend according to the company’s profitability and capital demand.
5. According to the annual profit and cash flow situation, the company can pay attention to the synchronization between the expansion of share capital and the growth of performance on the premise of ensuring the minimum cash dividend ratio and the reasonable size of the company’s share capital and equity structure. On the premise of ensuring the distribution of full cash dividend, the company can distribute profits by means of stock dividend distribution.
6. The company’s profit distribution shall not exceed the scope of accumulated distributable profits and shall not damage the company’s sustainable operation ability. 7. The annual profit distribution plan of the company shall be proposed and drafted by the board of directors in combination with the provisions of the articles of association, profitability, capital demand and shareholder return plan, and submitted to the general meeting of shareholders for approval after being reviewed and approved by the board of directors. The board of directors, independent directors and shareholders meeting certain conditions may solicit their voting rights at the general meeting of shareholders from the shareholders of the company. Independent directors shall independently express their opinions and publicly disclose the profit distribution plan.
8. When the board of directors deliberates the specific plan of cash dividend, it shall carefully study and demonstrate the timing, conditions and minimum proportion of the company’s cash dividend, the conditions for adjustment and the requirements of decision-making procedures, and the independent directors shall express clear opinions.
Clean energy service providers with value creativity 9. When the general meeting of shareholders deliberates on the specific scheme of cash dividends, it shall actively communicate and exchange with shareholders, especially small and medium-sized shareholders, through various channels (including but not limited to providing online voting, inviting small and medium-sized shareholders to attend the meeting, etc.), fully listen to the opinions and demands of small and medium-sized shareholders, and timely respond to the concerns of small and medium-sized shareholders. The dividend plan shall be adopted by shareholders or shareholders’ agents attending the general meeting of shareholders with more than half of the voting rights.
10. If the board of directors fails to propose and formulate a cash dividend plan for the company’s annual profit, the board of directors shall make a detailed explanation, including the reasons for the non dividend, the purpose and use plan of the funds not used for dividend retained in the company, and the independent directors shall express independent opinions on the profit distribution plan and publicly disclose it; After the approval of the board of directors, it shall be submitted to the general meeting of shareholders for approval by on-site or online voting.
11. The board of supervisors shall supervise the implementation of the company’s profit distribution policy and shareholder return plan and decision-making procedures by the board of directors and management, and issue special instructions and opinions on the implementation of relevant policies and plans for profit but no profit distribution plan is put forward within the year.
12. The company shall disclose the implementation of the profit distribution plan and cash dividend policy in the periodic report in strict accordance with the relevant provisions, and explain whether it complies with the provisions of the articles of association or the requirements of the resolution of the general meeting of shareholders, whether the dividend standard and proportion are clear and clear, whether the relevant decision-making procedures and mechanisms are complete, whether the independent directors fulfill their responsibilities and play their due role, and whether the minority shareholders have the opportunity to fully express their opinions and demands, Whether the legitimate rights and interests of minority shareholders have been fully protected.
If the cash dividend policy is adjusted or changed, it is also necessary to specify whether the conditions and procedures for adjustment or change are compliant and transparent. If the company makes annual profits but does not propose a cash dividend plan, the reasons for the non dividend, the purpose and use plan of the funds not used for dividend retained in the company shall be described in detail in the annual report.
13. The company shall strictly implement the cash dividend policy determined in the articles of association and the specific cash dividend plan reviewed and approved by the general meeting of shareholders. If the company really needs to adjust the profit distribution policy and shareholder return plan according to the production and operation, investment planning and long-term development needs, or due to major changes in the external business environment, the adjusted profit distribution policy shall not violate the relevant provisions of relevant laws and regulations, normative documents and the articles of Association of the company; The proposal on adjusting the profit distribution policy shall be expressed by the independent directors and the board of supervisors, submitted to the general meeting of shareholders of the company for approval after deliberation by the board of directors of the company, and passed by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders. At the same time, the company shall provide online voting to facilitate minority shareholders to participate in the voting of the general meeting of shareholders. The board of directors, independent directors and shareholders meeting certain conditions may solicit their voting rights at the general meeting of shareholders from the shareholders of the company.
14. If a shareholder illegally occupies the company’s funds, the company shall deduct the cash dividend distributed by the shareholder to repay the funds occupied.
Clean energy service providers with value creativity 15. After the general meeting of shareholders of the company makes a resolution on the profit distribution plan, the board of directors of the company must complete the distribution of dividends (or shares) within 2 months after the general meeting of shareholders.
4、 The planning formulation cycle and relevant decision-making and adjustment mechanisms
In principle, the company shall review the shareholder dividend return plan at least once every three years, make appropriate and necessary modifications to the company’s dividend policy, determine the shareholder return plan for this period, and the board of directors of the company shall fully consider the company’s current profit scale, cash flow status, development stage and current capital demand in combination with specific business data, The annual or interim dividend plan shall be formulated in combination with the opinions of shareholders (especially public shareholders) and independent directors, and shall be implemented after being deliberated and approved by the general meeting of shareholders of the company.
If it is necessary to adjust the company’s established three-year return plan due to the promulgation of new provisions on the dividend policy of listed companies by national laws and regulations and securities regulatory authorities, or the significant changes in the company’s external business environment and its own business conditions, the new shareholder return plan shall comply with the relevant provisions of laws, administrative regulations, departmental rules and normative documents; The relevant proposals shall be formulated by the board of directors and fully listen to the opinions of independent directors and public investors. The independent directors of the company shall express independent opinions. The board of supervisors may attend the meetings of the board of directors as nonvoting delegates and put forward questions or suggestions on the amendment plan formulated by the board of directors. After deliberation by the board of directors and independent directors’ independent opinions, it shall be submitted to the general meeting of shareholders for special resolution. When the general meeting of shareholders deliberates the proposal, the company shall arrange to facilitate the participation of small and medium-sized investors in the general meeting of shareholders through online voting system and other means.
5、 Other
Matters not covered in this plan shall be implemented in accordance with relevant laws, regulations, normative documents and the articles of association. The board of directors of the company shall be responsible for the interpretation of the plan, which shall come into force from the date of deliberation and approval by the general meeting of shareholders of the company, and the same shall apply when revising Jiangxi Jovo Energy Co.Ltd(605090) board of directors may 23, 2022
